Witches and Extraterrestials
by Humatrix-X-24
Summary: After losing his family, friends and even his home world, Ben Tennyson, hero of the universe gets transported to another world after defeating his greatest enemy. he finds himself in a world where Umbra Witches and Lumen Sages fight for dominance for dark and light. He finds a companion in a rather... eccentric Umbra witch who fights angels named, Bayonetta Now he fights angels in
1. Prologue

Hello there, Humatrix-X-24 here, I hope you all enjoy this story I have written.

In this story I have taken away all of Ben's aliens and gave him a new one named Omni. If you're wondering what his powers are, in a nut shell he is all the aliens in one package. If you want his origin, don't worry I already have a story ready. I just don't have it with me at the moment.

Ben also has a new style in this version, sort of similar to all the series, except for the reboot. They ruined it there, they took away wild mutt and rip jaws, I really liked those two.

Think of teenage Ben with a shirt similar to omniverse, a sleeveless jacket similar to AF and UA, green jeans similar to young Ben's cargo pants, also with boots like Ben 10,000. The omnitrix has also been updated, instead of being like a wrist watch it's now just the face plate on his transformations, now located proudly on his chest.

Also if this happens to seem familiar I had some inspiration from another Ben 10 author here on . I'd like to thank ms. Jade-Q-and-cupcake for inspiring me with this one.

It has been a few months since Ben gained Omni, and so far the hybrid transformation has been proven useful. Because Omni has all of the powers of Ben's aliens wrapped up in one form he doesn't need to transform to use his other abilities. And because he has all of the transformations powers Ben has learned to combine their abilities to make them more powerful.

An example would be using Feedback's energy absorbing powers plus Atomix's energy burst ability, by absorbing energy he can double up the atomic blast's power. And with the combined brain power of both Gray Matter and Brain Storm he can solve any problem he comes across.

Having a one alien arsenal sure comes in handy, as Omni Ben has gained a full understanding of how Kevin felt when he first absorbed the omnitrix's power and went rouge. Other than the power he also knew how it felt to be a freak of nature, a hybrid of multiple species at once when he got stuck in that form for a week and every alien race thought he was an abomination.

In addition Ben's update to the omnitrix has also given him a partial transformations ability which gives him the power to turn parts of his body into his alien's and grow extra body parts. He also has an ability function which obviously gives Ben the power to use his alien's abilities without transforming.

For about two weeks now, Ben was assigned by his grandfather Max Tennyson to go investigate recent attacks on nearby planets.

As it turns out the attacks have came from malfunctioning Vilgax Drones that were left there a couple years back that reactivated.

After finishing his investigation, Ben reported the defective robots and headed home, however to the former's demise his home, friends and family were long gone before he even got back to earth.

"Man I can't believe it's been two whole weeks, and who knew busted Vilgax drones would be so hard to deal with that last one put a crick in my neck" Ben said.

The last drone he faced was actually functioning properly and was adaptable, it took a combination of Ben's strongest heavy hitters and Gray Matter's smarts to take him down.

Once he approached earth his eyes widened in horror, his planet was in ruins with a familiar looking space ship near the moon. As he landed he saw his hometown in flames, the plumber headquarters destroyed in front of his grandfather's cover up plumbing store, and worse, his family and friends laying on the ground dead.

"No, no, no, no, no what happened here" Ben said teary eyed as he saw his parents laying on the ground not breathing and bleeding. He than turned to see Gwen and Kevin both not moving or breathing, Gwen laid against a bit of rubble while Kevin at her feet both holding hands. He turned to se his revonnahgander plumber partner Rook impaled through his mid section on a large stone spike, his proto-tool next to his severed arm.

His glance then fell on his grandfather, who was hanged on a rope by his waist with multiple bruises all over his body, his eye opened and saw Ben.

"Ben" the old man tried to say in a raspy voice, "Grandpa" Ben yelled helping his elderly relative off the rope by turning into Omni and threw a diamond shard at the rope at the same time using Gravattack's Gravity powers to lower him down. "Grandpa what happened here who did this too everyone" Ben demanded helping Max sit down, "Ben, he, they took us by surprise (cough) (cough)" Max wheezed weakly, "they said first they'll destroy everything you love, then they said they'all destroy you next". "Who do grandpa I'll make them pay" Ben said slamming his fist on some near by rubble, "It... Was... Malgax" those were Max's final words before he... Passed.

"Grandpa? Grandpa? NOOO...", almost an hour later Ben had given his family and friends a proper burial, and mourned over the loss of his beloved family.

"Who ever your are Malgax" Ben said clenching his fist, " no matter what you are" he looked up from the graves of his family and friends, "I will find you..." Ben said sniffling. "And make you regret setting foot on my home world", "indeed we already regret being in this pitiful rock" two familiar voices said.

Ben turned around to see a weird hybrid between Vilgax and Malware "YOU" Ben said sinisterly his teeth clenched and fist at the ready, "I swear to you two, I will make you pay for what you did, I WILL MAKE YOU PAY FOR CROSSING PATHS WITH" Ben then slammed down hard on his omnitrix's face plate "BEN TENNYSON" he said while transforming.

When the bright emerald flash of the Omnitrix dissipated, standing in Ben's place was a seven foot tall pale light green reptilian alien with a long lizard like tail and dark green hair wearing a sleeveless full body jumpsuit with multiple omnitrix symbols located throughout his body.

He shot a completely terrifying glare towards Malgax, Clenched his fists, "OMNI" the alien yelled.

Name Omni

Species Omnisapian

Description Omni appears as a large humanoid lizard with pale light green skin. He also has dark green hair along with emerald green eyes. The uniform provided to him by the omnitrix is similar to four arms except less bulky. The torso of the outfit resembles Ben's shirt, the pants area resembles diamond head's but has a hole in the back to compensate for his long tail. On his face, shoulders, elbows, hands both palm and back, knees, feet, top only, and on the dorsal surface of his tail are numerous Omnirix symbols. The omnitrix itself located on his chest.

Powers Omni is equipped with the powers of all the aliens of the Omnitrix. He can transform his features into those of the aliens and has the power to use their abilities. These capabilities that he has are what make him the most powerful being in the universe. Omni can also combine the powers of different aliens to create stronger powers along with making weapons out of alien DNA as inspired by Skuurd. He can even use the powers of a celestialsapian. Due to his unique powers Omni is far stronger compared to any other alien race.

Other knowledge this unique transformation Ben has gained was the result of an accident with the omnitrix. When Azmuth called Ben op Galvan Prime to give him an update on the omnitrix a few way bads appeared. After promptly defeating them The omnitrix malfunctioned and all the DNA got erased except for one from an unknown life form. As it turned out a few of Ben's bad guys planned to finally destroy him by erasing the omnitrix. After a slight trauma Ben turned into his new alien which had all the powers of all his aliens. Though he missed all the transformations he originally had, he was glad their demise hadn't been in vain, they were used to create a new member of his arsenal. So to put it in a way, Omni is the only one of his kind.

"So you have a new transformation, no matter Tennyson, we've seen all your Tricks over the years" the abomination said, "how should this one be any different?" He asked.

"This one is different because he is the only transformation I have left and the strongest" Omni stated his arms glowing green. "He's a combination of every one of my aliens having all their powers" as the glow on Ben's arms lessened his arms were revealed to be that of Armadrillo and Diamond Head. "The form which I will use to finally destroy you" Ben said as he charged towards Malgax.

As Ben ran towards Malgax, the mutant monster went for a back hand at Ben, but using Ghost Freak and Big Chill's powers Omni went intangible and passed by the incoming fist.

He then turned back to solid and gave a Talpaedan punch to Malgax knocking him back then shot diamond shards at him pinning him down.

Ben then used Humongosaur's powers to grow seventy feet tall "This is for my parents" Ben said slamming his oversized fist on the monster. "These are for Gwen and Kevin" Omni's arms then turned into Diamond head's and Heat Blast's, he then slammed each fist on Malgax one at a time. "This is for Rook" Ben said as he turned his leg into Kicken Hawk's slammed it down hard on Malgax, grabbed him with it and tossed him in the air.

Omni then grew Astrodactyl's wings and jet pack and flew right above them gradually rising Malware Vilgax hybrid still seventy feet tall, "and this one is for grandpa Max". Ben turned his arms into Alien X's and slammed him down so hard he created a small crater in the earth.

"Must resort to back up plan" Malgax said as he reached for a small hand held laser. "And just to make sure you both stay down." Ben said as he grew Feedback's antennae. he stuck both into Malgax and sucked all the energy out of the hybrid.

"How is this possible? We destroyed everything you hold dear, why are you still fighting? You have nothing left to live for" Malgax asked.

Ben grit his teeth and transformed his face into NRG's, his right arm into chromastone's, and his left arm into Atomix's, "That's why, you took away the only things I loved, now you both are going to pay with your lives".

Ben charged up all of his energized limbs, pointed all three at the monster, "Tennyson you may be able to avenge your comrades with our death, but not before we cast you into oblivion" Malgax said as he pointed the hand held laser at Ben.

"Goodbye forever Ben Tennyson" Malgax then shot the laser at Ben but he dodged it and blasted the monster with his energy beams there by disintegrating him until there was literally nothing left.

'It's finally over' Ben thought, 'two of my most greatest enemies are finally gone' he walked away from the crater towards the direction of the laser. "Now what?" Ben asked himself, just then a portal opened up and started pulling him in, "perfect I just had to ask?" he yelled. He tried to get away but the vortex was to strong and sucked him in, as of right now, Ben was being pulled out from his world and is being sent to another one.

When he landed, Ben found himself in a cemetery. "As if death hadn't already haunted me already" he said sitting on top of a tombstone.

He then heard a loud thud coming from somewhere around the other part of the grave yard. He went to investigate.


	2. Chapter 1: meet the witch

As Ben fallowed the sounds of crashing he saw a fat man hiding behind a tombstone. And a few meters away dirt was being flung into the air like either an explosion or similar was stomping them.

"Hey what's... ow" he said feeling something stomp on his back. "Huh, who're you, get outta here or else you're gonna be (bleep)" the fat man said. "Now that was uncalled for" Ben said before a translucent blur was headed for him. He turned his arm into Armadrillo's and smashed drilling it into the ground.

A second later a red magic circle that looked similar to the Ying Yang symbol appeared. A hand then came out, grabbed Ben and pulled him into it. In the other side the hand was revealed to be from rather tall raven haired woman in a black full body jumpsuit. It had white gloves, and she had ribbons in her hair along with a small jewel in a gold face plate in her chest.

"Okay one, who are you? Two, what's going on? and three," he was about to ask when she jumped above him and kicked something into the ground. He looked to it and saw it was some sort of monster with angelic wings. A few more flying above went and attacked Ben.

(And cue Fly me to the moon from Bayonetta)

He dove out of the way and fell on a small device with a familiar looking faceplate. It had a silver frame, red screen and decorative white teeth. "Oh no the Nemetrix... OOWWWWW!!!!" The device zapped him. He then turned into a new creature.

In the transformation Ben's clothes were replaced with a jumpsuit similar to Omni's except the legs were replaced with shorts and was Ruby red. The new creature was similar to said hybrid alien as well except it had red skin and dark red hair. It's eyes were ruby red and it had sharp fangs. It's hair ran down its back taking the shape of dorsal fins. In addition multiple Nemetrix symbols appeared around the new alien's body and the Omnitrix's symbol was replaced by the Nemetrix's. Ben's hands then turned into four fingered claws and his legs looked similar to a dinosaurs'. When the transformation was complete the new alien roared and got down on all fours.

**Name: Predator**

**Species: Predasapian**

**Description: appears similar to Omnisapian except is composed of DNA from various Predatory aliens. Like an Omni's uniform is a full body suit except the legs and sleeves go down to only its fore limbs. This species is red instead of green and is more animalistic. And due to DNA they are quite comfortable consuming live creatures. This creature is surprisingly not aggressive, rather it has a large degree of protective instincts. When Ben is in this form, he feels like an animal parent defending its babies when he is defending his friends.**

**Powers: like Omni able to transform his features into those of the Nemetrix predators. And in addition is able to copy their powers. Abilities that require different body types, he is able to shape his body to fit that description.**

**Notable facts: this life form was created after the Nemetrix and the Omnitrix user made contact with its energy. Thanks to this the DNA crossed over to the Omnitrix and allowed it to create this new form.**

"Whoa new transformation? And I'm a predator plus I'm not going insane by the bio feed back" he said looking at the angels. "Convenient" he charged at them with Crabdozer's horns. Then he dug under ground with Slamworm's powers and after bursted up trapping and killing a few with an electrified terroranchula web.

He turned into back, "I'm gonna like having double the arsenal". Another group of them started to charge towards him.

"Whoa shoot" he said turning into Omni and blasted them with NRG's radiation beam. He jumped up then grew Astrodactyl's wings got them to chase him. "Okay bird boys wanna dance?" He taunted turning his arms into Way Big's and his fin protrusions turned into magenta crystals.

"Then let's dance" he then blasted an ultraviolet cosmic laser at them. To which they got incinerated from, Omni turned his arms back and blasted a strong beam from his mouth.

While Ben had been in the air, a man appeared out of a coffin, "interesting, who's he?" He asked. The woman looked to Ben while the man started throwing her pistols. "Not sure, I'll be sure to get to know him later" she said shooting the angel like creatures.

Ben was starting to get frustrated and turned his arms into Rath's. "Okay, time for you to meet the king of the jungle" he said repeatedly slashing the monsters. "And here I thought angels weren't supposed to look like this, although this is a world different from mine" Ben then grew Wildvine's tendrils and grabbed a couple.

He then turned his arms into four arms' and grew the extra arms. "Let's see how you like this" he said pulling the tendrils back and punching the angel creatures repeatedly, this went on for a while and then he flung them towards a few the woman was shooting.

"**_I_** don't think you're _**seeing**_ the point here". Ben started growing multiple eyes on his body, "When I send you down, you're supposed to stay down" he then blasted them with lasers from every eye on him. "Or do I have to give you the cold shoulder" he then blasted them with ice beams and nearly hit the woman from earlier.

"Hey, mind watching where you're pointing those" she said, Ben raised his hands placatingly. "He he... sorry, oh no you don't" he deployed out an energy whip and swung it at a smaller flying angel. With every lash, all the angels had gone down.

"Interesting, mind helping me" she asked, Ben obliged then flew down. She grabbed his arm and swung him around. The alien saw some angels coming and blasted them with multiple diamond shards. "Quick let me go" he ordered, she did as requested and launched him towards another wave.

He grew Cannon Bolt's armor and charged at some incoming angels. He reverted back then coughed up some green balls. "Okay now lets get explosive" Ben said throwing some gooey bombs at them.

The woman looked at Ben with intrigue, then got even more when he ate a few then spat them back out. "Nice going" she landing next to Ben. Unfortunately a scream was heard, the woman turned her head and saw what had happen.

"Oh dear" she said, "what's wrong?" Ben asked, she pointed to one that was carrying away the man from earlier. Ben grew Cannonbolt's armor then charged at it and knocked the guy looses.

Unfortunately he landed on assuming the man's car. "My car!!!!" He screamed, "oops sorry" he said, the woman from earlier landed on the same spot after Ben had gotten up. 

"Incoming" she warned, Ben charged at them with Wild Mutt's powers. He bit, clawed and even them into the wall next to the car. "Please watch where you're fighting" the fat man screamed, the woman jumped up and threw them to the ground.

Only to have been stabbed through the chest with sharp crystals. "Oh yeah" Ben said, he then opened up his head on the form of Brainstorm's cranial plates. "Let's see if you biblical beings can withstand the might of a highly intelligent extraterrestrial crustacean, with AN ELECTRICAL BRAIN" Ben said.

His giant sized cerebral cortex then flowed golden yellow and sparked with electricity. "Prepare for a shock of a life time" he quipped blasting the angelic creatures with lightning. Little to say that did the trick and managed to kill them.

"Magnificent" the Amazon said leaping next to him. More angels showed up, "I hope you have an idea up your sleeve?" Ben asked as they flew closer. "Got a gun? In terms of weaponry I mean" the woman said, Ben put on a confused face.

Until he came to a realization and blushed, but he answered her. "Yes I do, all types of guns" he said as green energy accumulated around his hands. Once they dissipated what had been left in the alien's hands were two pistols that had a similar appearance to Ben's old alien Atomix.

"Hope you got some sun glasses" Omni advised, "things are about to get bright" the woman shot a few bullet rounds and Ben blasted bullets made from energy. When they collided a large explosion and all the angelic beings were gone.

Then a man wearing shades who had unbeknownst to Ben been throwing the woman guns during the fight appeared in a flash of purple flames.

"Nice job Bayonetta" he said, "oh so you're name's Bayonetta?" Ben asked reverting back to human. She looked at him with interest "for the moment, and you are?" She asked getting in his face. He backed up, he blushed from her lack of personal space. Then backed up and contained himself enough to get out a normal coherent answer. 

"Ben Tennyson, any way mind explained to me what happened" he asked. The woman leaned into him again, looked him over, smiled then backed off.

"I'll explain later, for now" she looked to the fat man who had been complaining about his car. The man with the shades did the same, "looks like Enzo is going to have some cleaning up to do" he said.

"Hey, I didn't ask for this to happen. Why am I the one who's gonna have to clean up this crap!?" He asked. "I mean for crying out loud it's my (bleep) birthday". Ben looked to man now known as Enzo's car, then turned his arm into Upgrade's.

"Hey what do you think you're doing?" The man asked, Ben walked over to Enzo's car and merged his arm with it. "Hey cut that out, as if it wasn't damaged enough" he complained. Only to see that his car was like new after Ben un merged with it.

"Whoa, eh you know what forget what I said, thanks a bunch sir" he said. "Not a problem, so what exactly just happened?" Ben asked. "Bayonetta will explain later, anyway see you back at the gates of hell. Names Rodin by the way" the man now known as Rodin said disappearing in purple flames.

"Well this just got weird" Ben said as Enzo picked up a shovel and Bayonetta sat on the cars hood. "Due to what I saw about you I hardly think you should have any room to talk" she said with a seductive smile. Ben was currently bright red, and side stepped, to which Bayonetta was getting closer every time he moved.


End file.
